UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) March 5, 2013
 
PACIFIC GREEN TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)
 
000-54756
(Commission File Number)
 
N/A
(IRS Employer Identification No.)
 
5205 Prospect Road, Suite 135-226, San Jose, CA 95129
(Address of principal executive offices and Zip Code)
 
Registrant's telephone number, including area code   (408) 538-3373
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 1.01
Entry into Material Definitive Agreement
 
Effective March 5, 2013, we entered into a Supplemental Agreement with EnviroTechnologies Inc. and EnviroResolutions Inc. (“ EnviroResolutions ”).  The Supplemental Agreement amends the Representation Agreement between Pacific Green Group Limited and EnviroResolutions Inc. dated June 7, 2010, which was later assigned to us from Pacific Green Group Limited in connection with an Assignment and Share Transfer Agreement dated June 14, 2012.  The Supplemental Agreement entitles our company to a commission of equal to 50% (previously 20%) of any licensing revenue that may be generated by EnviroTechnologies Inc. in respect of its existing and future technologies.
 
In addition, pursuant to the Supplemental Agreement, we will receive from EnviroResolutions an amount (the “ Fee ”) equal to 50% of any assets or consideration received as compensation from Peterborough Renewable Energy Limited (“ PREL ”) for PREL’s failure to perform a Contingent Sale Agreement dated October 5, 2011 between EnviroResolutions and PREL.  We will receive the Fee for our assistance to EnviroResolutions during their negotiations with PREL regarding PREL’s failure to perform.  The Fee, if any, provided to us will not constitute any repayment of our loans to EnviroResolutions.
 
Item 9.01
Financial Statements and Exhibits
10.1
Supplemental Agreement dated March 5, 2013.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
PACIFIC GREEN TECHNOLOGIES INC.
 
/s/ Jordan Starkman
 
Jordan Starkman
 
President, Secretary, Treasurer and Director
 
 
Date: March 13, 2013
 
 
Exhibit 10.1
 
DATED                       2013
 
 
 
 
(1)   Pacific Green Technologies Inc.
 
(2)   EnviroTechnologies Inc.
 
(3)   Enviro Resolutions Inc.
 
 
 
 
 
SUPPLEMENTAL AGREEMENT
-RELATING TO-
A REPRESENTATION AGREEMENT ORIGINALLY BETWEEN
ENVIROTECHNOLOGIES INC. (FORMERLY ENVIRO RESOLUTIONS
INC.) AND PACIFIC GREEN GROUP LIMITED
 
 
 
 
 
 
 
 
THIS SUPPLEMENTAL AGREEMENT is made the         day of               2013
 
BETWEEN:
 
(1)  
Pacific Green Technologies Inc., a company incorporated in Delaware whose registered office is at 5205 Prospect Road, San Jose, California 95129, USA ("PGT");
 
(2)  
EnviroTechnologies Inc. (formerly EnviroResolutions Inc.), a company incorporated in Delaware whose registered office is at 16192 Coastal Highway Lewes, DE 19958 USA ("EnviroTechnologies");
 
(3)  
Enviro Resolutions Inc., a company incorporated in British Columbia, Canada under company number BC0630906 whose registered office is at 19th Floor, 885 West Georgia Street Vancouver, British Columbia V6C 3H4 Canada ("Enviro Resolutions").
 
WHEREAS:
 
A.  
EnviroTechnologies is the ultimate parent company of Enviro Resolutions.
 
B. 
On 7 June 2010, EnviroTechnologies entered into an exclusive worldwide representation agreement with Pacific Green Group Limited ("PGG") whereby PGG became the exclusive worldwide sales agent for the existing and future technologies of EnviroTechnologies and its subsidiaries (the "Original Agreement").
 
C.  
On 14 June 2012, PGG assigned the Original Agreement to PGT for consideration such that PGT is now the exclusive sales agent for the existing and future technologies of EnviroTechnologies and its subsidiaries.
 
D.  
The parties hereto desire to enter into this Deed to vary the Original Agreement as hereinafter set out.
 
IT IS HEREBY AGREED as follows:
 
1.
Interpretation
 
Unless the context otherwise requires and save as herein varied words and phrases in this Supplemental Agreement shall have the same meaning as set out or referred to in the Original Agreement as the case may require and the interpretation provisions in the Original Agreement shall apply equally to this Agreement as if set out herein. For the avoidance of doubt, in this Agreement all references to EnviroTechnologies shall include EnviroTechnologies and all of its affiliates and subsidiaries including Enviro Resolutions.
 
 
 
 
 
2.
Variation
 
The parties have agreed to amend the Original Agreement as follows:
 
2.1
PGT shall be entitled to a commission equal to 50% of any licensing revenue that may be generated by EnviroTechnologies in respect of its existing and future technologies. All such commissions shall be payable to PGT by EnviroTechnologies within seven days of receipt by EnviroTechnologies of the payment in full or in part by the customer;
 
2.2
PGT has provided funding and consulting assistance to EnviroResolutions in respect of the negotiations between Peterborough Renewable Energy Limited ("PREL") and EnviroResolutions in order to reach a suitable agreement for PREL's non-performance of a contingent sale agreement dated 5 October 2011 (the "Contingent Sale Agreement"). In the event that EnviroResolutions receives any assets or consideration as compensation for PREL's non-performance or waiver of the Contingent Sale Agreement, within 7 days of receipt EnviroResolutions shall assign or transfer to PGT an amount equal to 50% of any assets or consideration received from PREL or any of PREL's affiliates, subsidiaries or associated companies after any loans from PGT to EnviroResolutions associated with the legal, consulting and penalty costs of the PREL dispute are repaid to PGT.
 
3.
Confirmation
 
The Original Agreement shall remain in full force and effect as varied by this Deed and the terms of the Original Agreement shall have effect as though the provisions contained in this Deed had been originally contained in the Original Agreement.
 
IN WITNESS WHEREOF this Agreement has been duly executed as a deed the day and year first above written
 
EXECUTED AS A DEED
by the above-named
/s/ KJ McClelland
EnviroTechnologies Inc.
 
Witness
SHEILA McCLELLAND
Signature
/s/ Sheila McClelland
Name
Address
Occupation
SHEILA McCLELLAND 101-1775 BELLEVUE AVE, W. VANCOUVER, BC LIBRARY ASSISTANT
 
EXECUTED AS A DEED
by the above-named
/s/ KJ McClelland
Enviro Resolutions Inc.
 
Witness
SHEILA McCLELLAND
Signature
/s/ Sheila McClelland
Name
Address
Occupation
SHEILA McCLELLAND 101-1775 BELLEVUE AVE, W. VANCOUVER, BC LIBRARY ASSISTANT
 
EXECUTED AS A DEED
by the above-named
 
Pacific Green Technologies Inc.
  /s/ Jordan Starkman
 
Witness
 
Signature
  /s/ Tami Garson
Name
Address
Occupation
Jordan Starkman  60 Heatherington Crc, Thornhill, Ontario Administration Quality Renovations